UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As reported in Item 5.07 below, at the 2024 Annual Meeting of Stockholders held on May 22, 2024 (the “Annual Meeting”) of aTyr Pharma, Inc. (the “Company”), the Company’s stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved an amendment to the Company’s 2015 Stock Option and Incentive Plan, as amended (the “2015 Stock Plan”), to increase the maximum number of shares of common stock reserved and available for issuance by 3,000,000 to 10,713,670. The amendment to the 2015 Stock Plan also, among other things, eliminates the term of the 2015 Stock Plan and extends the term under which incentive stock options may be granted until February 28, 2034.
A summary of the 2015 Stock Plan, as amended, is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2024 (the “Proxy Statement”). The summary and the foregoing description of the 2015 Stock Plan, as amended, do not purport to be complete and are qualified in their entirety by reference to the full text of the 2015 Stock Plan, as amended, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On May 22, 2024, the Board adopted and approved certain amendments to the Company’s Code of Business Conduct and Ethics, as reflected in an amended version of the Code of Business Conduct and Ethics (the “Code”).
The Code was amended to, among other things, augment and increase clarity and protections surrounding compliance with laws, rules and regulations and the culture of a respectful work environment free of unlawful discrimination and harassment. The description of the amendment to the Code contained in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Code, as amended, filed as Exhibit 14.1 to this Current Report on Form 8-K. The Code, as amended, is also available on the Company’s website at https://atyrpharma.com under the corporate governance section.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following proposals were submitted to the Company’s stockholders at the Annual Meeting:
(1) The election of two Class III directors, as nominated by the Board, to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;
(2) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024;
(3) The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement;
(4) The approval of an amendment to the 2015 Stock Plan;
(5) The approval of authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4.
The number of shares of common stock entitled to vote at the Annual Meeting was 67,940,841. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 54,876,228. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.
The number of votes cast for and against and the number of votes withheld, abstentions and broker non-votes, as applicable, with respect to each matter voted upon at the Annual Meeting are set forth below. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.
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Proposal 1 – Election of Class III Directors.
Director Nominee |
Votes For |
Withhold |
Broker Non-Vote |
Svetlana Lucas, Ph.D. |
40,487,931 |
2,429,225 |
11,959,071 |
Sanjay S. Shukla, M.D., M.S. |
42,624,285 |
292,871 |
11,959,071 |
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Proposal 2 – Ratification of the appointment of Ernst and Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
Votes For |
Votes Against |
Abstain |
Broker Non-Vote |
54,516,489 |
327,155 |
32,584 |
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Proposal 3 – Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
Votes For |
Votes Against |
Abstain |
Broker Non-Vote |
42,468,397 |
397,926 |
50,833 |
11,959,071 |
Proposal 4 – Approval of an amendment to the 2015 Stock Plan.
Votes For |
Votes Against |
Abstain |
Broker Non-Vote |
42,420,639 |
438,006 |
58,511 |
11,959,071 |
Proposal 5 – Approval of authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4.
Votes For |
Votes Against |
Abstain |
Broker Non-Vote |
42,342,487 |
551,437 |
23,232 |
11,959,071 |
Item 8.01 Other Events.
In September 2022, the Company dosed the first patient in its global pivotal Phase 3 randomized, double-blind, placebo-controlled clinical trial to evaluate the efficacy and safety of efzofitimod in patients with pulmonary sarcoidosis (the “EFZO-FIT study”). The EFZO-FIT study is currently enrolling and intends to enroll up to 264 subjects with pulmonary sarcoidosis at multiple centers in the United States, Europe, Brazil, and Japan. The Company anticipates completing enrollment of the EFZO-FIT study in the second quarter of 2024, but final screenings of potential patients may lead to dosing of the final patient in July 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
10.1 |
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aTyr Pharma, Inc. 2015 Stock Option and Incentive Plan, as amended |
14.1 |
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aTyr Pharma, Inc. Code of Business Conduct and Ethics, as amended |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Indicates a management contract or compensatory plan, contract or arrangement. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ATYR PHARMA, INC. |
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By: |
/s/ Jill M. Broadfoot |
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Jill M. Broadfoot |
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Chief Financial Officer |
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Date: May 29, 2024 |
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